Common use of Determination of Indemnification Amount Clause in Contracts

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from an indemnitor under this Article XII, the indemnitee shall notify the indemnitor of such claim, the amount or estimated amount thereof and the basis for such claim (which will be described in reasonable detail). The indemnitor, on the one hand, and Purchaser or Sellers, as the case may be, which is not the indemnitor, on the other hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification claim. If they are unable to agree on the amount of such indemnification claim within 30 days after such notice, (a) if such indemnification claim arises out of a claim by an authority or third party of the type referred to in Section 12.5, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise pursuant to Section 12.5, or (b) if such indemnification claim does not arise out of such a third party claim, then the indemnification claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The determination of the amount of any indemnification claim pursuant to this Section 12.6 will be final, binding and conclusive, and the indemnitee, upon final determination of the amount of the indemnification claim, will be paid by the indemnitor, within 10 days of such final determination, the full amount, in cash, of such indemnification claim, as finally determined, and will be entitled to apply to any court or authority of competent jurisdiction to enforce such payment (the reasonable fees and expenses of such enforcement, if necessary, to be borne by the indemnitor). In addition, if the indemnitor does not pay in full the indemnification claim, within 10 days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased to include accrued interest thereon from the date payment is due until the date full payment is received equal to the "prime" rate announced from time to time by Citibank, N.A., plus 2%, until the date indemnitee receives the full indemnification amount.

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from an indemnitor under this Article XIIARTICLE X, the indemnitee shall notify the indemnitor of such claim, the amount or estimated amount thereof and the basis for such claim (which will be described in reasonable detail). The indemnitor, on the one hand, and Purchaser or Sellers, as the case may be, Person which is not the indemnitor, on the other hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification claim. If they are unable to agree on the amount of such indemnification claim within 30 days after such notice, (a) if such indemnification claim arises out of a claim by an authority Authority or third party of the type referred to in Section 12.5SECTION 10.5, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise pursuant to Section 12.5SECTION 10.5, or (b) if such indemnification claim does not arise out of such a third party claim, then the indemnification claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The determination of the amount of any indemnification claim pursuant to this Section 12.6 SECTION 10.6 will be final, binding and conclusive, and the indemniteeindemnitor, upon final determination of the amount of the indemnification claim, claim will be paid by pay the indemnitor, indemnitee within 10 days of such final determination, the full amount, in cash, of such indemnification claim, as finally determined, and the indemnitee will be entitled to apply to any court or authority Authority of competent jurisdiction to enforce such payment (the reasonable fees and expenses of such enforcement, if necessary, to be borne by the indemnitor). In addition, if the indemnitor does not pay in full the indemnification claim, within 10 days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased to include accrued interest thereon from the date payment by 2% for each 4-week period that it is due until the date full payment is received equal to the "prime" rate announced from time to time by Citibank, N.A., plus 2%, until the date indemnitee receives the full indemnification amountnot paid in full.

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from an any indemnitor under this Article XIISection 8, and if the amount of such Claim is not set forth in this Agreement or is otherwise uncertain, the indemnitee shall notify the indemnitor of such claimClaim, the amount or estimated amount thereof and the basis for such claim Claim (which will be described in reasonable detail). The indemnitorMi Gwang and Contacts, on its behalf and that of the one handContacts Parties, acting as the indemnitor and Purchaser or Sellersthe indemnitee, as the case may be, which is not the indemnitor, on the other hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification claimClaim. If the indemnitor does not dispute the indemnification Claim, then the Losses specified in such notice will be conclusively deemed a liability of the indemnitor and the indemnitor shall pay the amount of such Loss to the indemnitee on demand. If they are unable to agree on the amount of such indemnification claim Claim within 30 days after such notice, (ai) if such indemnification claim Claim arises out of a claim by an authority Authority or third party of the type referred to in Section 12.5Third Party, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise pursuant to Section 12.5thereof, or (bii) if such indemnification claim Claim does not arise out of such a third party claimThird Party Claim, then the indemnification claim Claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Associationfinally settled in accordance with Section 10(a) hereof. The determination of the amount of any indemnification claim Claim pursuant to this Section 12.6 8 will be final, binding and conclusive, and the indemniteeindemnitee(s), upon final determination of the amount of the indemnification claim, Claim will be paid paid, by the indemnitorindemnitor(s), within 10 ten (10) business days of such final determination, the full amount, in cash, of such indemnification claimClaim, as finally determined, and will be entitled to apply to any court or of authority of competent jurisdiction to enforce for enforcement of such payment (the reasonable fees and expenses of such enforcement, if necessary, to be borne by the indemnitorindemnitors). In addition, if the indemnitor does not pay in full the indemnification claim, within 10 days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased to include accrued interest thereon from the date payment is due until the date full payment is received equal to the "prime" rate announced from time to time by Citibank, N.A., plus 2%, until the date indemnitee receives the full indemnification amount.

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from an indemnitor under this Article ARTICLE XII, the indemnitee shall notify the indemnitor of such claim, the amount or estimated amount thereof and the basis for such claim (which will be described in reasonable detail). The indemnitor, on the one hand, and Purchaser or SellersSeller, as the case may be, which is not the indemnitor, on the other hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification claim. If they are unable to agree on the amount of such indemnification claim within 30 days after such notice, (a) if such indemnification claim arises out of a claim by an authority or third party of the type referred to in Section SECTION 12.5, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise pursuant to Section SECTION 12.5, or (b) if such indemnification claim does not arise out of such a third party claim, then the indemnification claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The determination of the amount of any indemnification claim pursuant to this Section SECTION 12.6 will be final, binding and conclusive, and the indemnitee, upon final determination of the amount of the indemnification claim, will be paid by the indemnitor, within 10 days of such final determination, the full amount, in cash, of such indemnification claim, as finally determined, and will be entitled to apply to any court or authority of competent jurisdiction to enforce such payment (the reasonable fees and expenses of such enforcement, if necessary, to be borne by the indemnitor). In addition, if the indemnitor does not pay in full the indemnification claim, within 10 days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased to include accrued interest thereon from the date payment is due until the date full payment is received equal to the "prime" rate announced from time to time by Citibank, N.A., plus 2%, until the date indemnitee receives the full indemnification amount.

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from an any indemnitor under this Article XIISection 8, the indemnitee shall notify the indemnitor of such claimClaim, the amount or estimated amount thereof and the basis for such claim Claim (which will be described in reasonable detail). The indemnitorMenicon and Contacts, on each of its behalf and that of Menicon and the one handContacts Parties, respectively, acting as the indemnitor and Purchaser or Sellersthe indemnitee, as the case may be, which is not the indemnitor, on the other hand, will proceed, in good faith, and using use reasonable efforts, efforts to agree on the amount of such indemnification claimClaim. If the indemnitor does not dispute the indemnification Claim, then the Losses specified in such notice will be conclusively deemed a liability of the indemnitor and the indemnitor shall pay the amount of such Loss to the indemnitee on demand. If they are unable to agree on the amount of such indemnification claim Claim within 30 thirty (30) days after such notice, (ai) if where such indemnification claim Claim arises out of a claim by an authority Authority or third party of the type referred to in Section 12.5Third Party, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise pursuant to Section 12.5thereof, or (bii) if where such indemnification claim Claim does not arise out of such a third party claimThird Party Claim, then the indemnification claim Claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Associationfinally resolved in accordance with Section 11(a) hereof. The determination of the amount of any indemnification claim Claim pursuant to this Section 12.6 8 will be final, binding and conclusive, and the indemniteeindemnitee(s), upon final determination of the amount of the indemnification claim, Claim will be paid paid, by the indemnitorindemnitor(s), within 10 ten (10) business days of such final determination, the full amount, in cash, of such indemnification claimClaim, as finally determined, and will be entitled to apply to any court or of authority of competent jurisdiction to enforce for enforcement of such payment (the reasonable fees and expenses of such enforcement, if necessary, to be borne by the indemnitorindemnitors). In addition, if the indemnitor does not pay in full the indemnification claim, within 10 days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased to include accrued interest thereon from the date payment is due until the date full payment is received equal to the "prime" rate announced from time to time by Citibank, N.A., plus 2%, until the date indemnitee receives the full indemnification amount.

Determination of Indemnification Amount. In the event that any indemnitee Indemnitee believes that it is entitled to claim indemnification from an indemnitor Indemnitor under this Article XII, the indemnitee Indemnitee shall notify the indemnitor Indemnitor of such claim, the amount or estimated amount thereof and the basis for such claim (which will be described in reasonable detail). The indemnitorIndemnitor, on the one hand, and Purchaser or SellersSeller, as the case may be, which is not the indemnitorIndemnitor, on the other hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification claim. If they are unable to agree on the amount of such indemnification claim within 30 thirty (30) days after such notice, (a) if such indemnification claim arises out of a claim by an authority Authority or third party Third Party of the type referred to in Section 12.512.6, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise pursuant to Section 12.512.6, or (b) if such indemnification claim does not arise out of such a third party claimThird Party Claim, then the indemnification claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration AssociationBankruptcy Court for resolution. The determination of the amount of any indemnification claim pursuant to this Section 12.6 12.7 will be final, binding and conclusive, and and, subject to the indemniteeprovisions of Section 12.5, the Indemnitee, upon final determination of the amount of the indemnification claim, will be paid by the indemnitorIndemnitor, within 10 ten (10) days of such final determination, the full amount, in cash, of such indemnification claim, as finally determined, and will be entitled to apply to any court or authority of competent jurisdiction to enforce such payment (the reasonable fees and expenses of such enforcement, if necessary, to be borne by the indemnitorIndemnitor). In addition, if the indemnitor Indemnitor does not pay in full the indemnification claim, within 10 ten (10) days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased to include accrued interest thereon from the date payment is due until the date full payment is received equal to the "prime" rate announced from time to time by Citibank, N.A., plus 2%JP Morgan Chase, until the date indemnitee Indemnitee receives the full indemnification amountindemnifxxxxxxx xmxxxx.